Canada: Fully Secured @ Gowlings: September 26, 2013 - Volume 4, Number 3

Last Updated: September 30 2013

Edited by Richard Dusome

In this issue:

  • Oil and Gas Leases – An Intangible Form of Personal Property in Alberta
  • Demanding Repayment for Non-Payment Defaults
  • When Can a Second Mortgagee Sell a Property in Ontario?
  • Security Enforceable Despite Technical Errors in the Documents
  • A Banker Asked Us: Renewing Bank Act Security


By: Gillian Scarlett (Calgary)

In a recent decision of the Alberta Court of Queen's Bench, Kasten Energy Inc. v. Shamrock Oil & Gas Ltd.1, an oil and gas lease was characterized as a form of personal property subject to the Alberta PPSA.2 The case appears to broaden the scope of assets that are characterized as personal property, and therefore may be secured by a typical general security agreement ("GSA").

The Alberta Court of Queen's Bench (the "Court") considered an application by Kasten Energy Inc. ("Kasten") to appoint a receiver and manager pursuant to the Judicature Act3 over all of the assets of Shamrock Oil & Gas Ltd. ("Shamrock"). Shamrock held a Crown petroleum and natural gas lease (the "Lease") for the development of an oil well in Alberta. Shamrock executed a GSA in favour of Kasten's predecessor which granted a security interest in all of Shamrock's present and after acquired personal property. The GSA was subsequently assigned to Kasten.

In considering Kasten's application for the appointment of a receiver and manager, the Court summarized the applicable test for the appointment of a receiver, namely, whether the appointment is "just or convenient"4. The Court concluded that the appointment of a receiver was just, convenient and appropriate in the circumstances.

What is remarkable about this case is the Court's consideration of the question of whether the Lease was covered by Kasten's GSA. Shamrock contended that the Lease is a profit à prendre (ie. the right to enter someone else's land and work and remove a valuable resource), which is an interest in land excluded from "personal property" pursuant to the Alberta PPSA. Kasten acknowledged that the GSA is not enforceable against the oil and gas in the ground, but argued that once the oil and gas is extracted from the ground by Shamrock, it becomes intangible personal property subject to the GSA. The Court relied on the reasoning of the Supreme Court of Canada in Saulnier5, where the term "property" was considered in the context of a commercial fishing licence under the Bankruptcy and Insolvency Act6 and the Nova Scotia PPSA.7 In that case, the Supreme Court found that the subject matter of the licence (ie. the right to participate in a fishery that is exclusive to licence holders) coupled with a proprietary interest in the fish caught "bears a reasonable analogy to rights traditionally considered at common law to be proprietary in nature".8 Therefore, the Court in Kasten Energy held that an oil and gas lease is analogical to a commercial fishing licence, since the leaseholder has a beneficial interest in the earnings generated by its oil and gas lease during the leasehold term. The Court concluded that, "within the purposive contemplation of Alberta's [PPSA]" the Lease is an intangible form of personal property subject to both the GSA and the PPSA and fell within the power and authority of a court-appointed Receiver.

Some commentators have suggested that the Court found it necessary to shoehorn the Lease, Shamrock's principal asset, into the category of personal property in order to reach the conclusion that it had the authority to appoint the receiver, although there is no such requirement under the Judicature Act.

The Court's judgment in Kasten Energy appears to be contrary to previous authority indicating that a Crown oil and gas lease is not a form of personal property.9 Prior to this decision, it was generally understood that an oil and gas lease is an interest in land, and security interests in an individual oil and gas lease were perfected by registration either at the Alberta Land Titles Office (for freehold leases) or at Alberta Energy (for Crown leases). This case may cause confusion for lenders, as it suggests a security interest in an oil and gas lease can also be perfected at the Personal Property Registry ("PPR"). Kasten Energy may also lead to uncertain priority disputes between parties who have registered in the PPR and those who have registered at the Land Titles Office or Alberta Energy. Further, transferees of such leases may need to obtain "no interest" letters from creditors with registered GSAs to ensure the lease, as intangible personal property, is not encumbered.

It remains to be seen whether Kasten Energy will be followed, distinguished or ignored.


By: Sean Morrison (Hamilton)

Determining when to demand repayment of a loan is often difficult for a lender in any situation. This decision becomes exponentially more complicated in circumstances where the borrower has not defaulted on any payments. Lenders have to weigh the fact that a loan is being repaid as required against the risk to their security arising from the other defaults. In addition, many lenders and borrowers are under the impression that a demand for repayment that is based upon defaults unrelated to payment may be unsustainable and may be disallowed by the Courts. A recent decision of the Ontario Superior Court of Justice has shed some light on this issue and demonstrated that the Courts are reluctant to interfere in those situations where demand is made in the absence of a payment default provided that the demand is not either capricious or impermissible in law.

In Ocean Sands10, the Bank of China (the "Bank") brought a motion for summary judgment for repayment in relation to funds advanced to Ocean Sands Developments Ltd. ("Ocean"). Ocean opposed the motion on the basis that it was up-to-date on all loan payments and, as a result, the demand was unreasonable and unsustainable.

The loan in this case was evidenced by a promissory note which specifically stated that it was payable on demand and was governed by a facility letter containing a number of covenants. In addition, both the mortgage and guarantee securing the loan indicated that they were payable on demand.11 Given the demand language in the loan documents, the Bank took the position that it was within its rights to simply require repayment at any time, and that there did not need to be a breach of any term of the loan commitment in order for it to do so. In the event that a justification for the demand was required, the Bank argued that the following triggering events entitled it to make a demand:

  1. Ocean sold the mortgaged premises without the Bank's consent in breach of the negative covenants in the facility letter;
  2. There were misrepresentations made in two sworn statutory declarations from the principal of Ocean which constituted events of default under the facility letter;
  3. Ocean failed to provide financial statements in the time frame required under the facility letter;
  4. Ocean failed to maintain the minimum debt service ratio required under the facility letter;
  5. Ocean failed to pay realty taxes as due in breach of the positive covenants in the facility letter; and
  6. Ocean failed to inform the Bank of an unregistered mortgage on the mortgaged premises.

The Bank took the position that its security had been considerably weakened as a result of the actions of Ocean, that it had lost trust in Ocean due to the misrepresentations, and that it was unwilling to continue to do business with Ocean as a result.12 The Bank argued that in these circumstances it was entitled to demand repayment of its loan in full and that it would be improper for the court to force it to do business with someone that it did not want to, particularly in circumstances where it justifiably had lost confidence in the borrower.13

Ocean took the position that the defaults were either unsustainable or had been rectified by the time the motion was heard, and that there was no basis for the Bank's demand given that it had made all of the required payments on the advance.14 The Borrower also argued, among other things, that the fact that the loan could not be prepaid without penalty was evidence of an intention of the parties to have a specific arrangement for a fixed term. Ocean suggested that the parties had in fact contractually agreed to a five year term for the loan, and the Bank should not be able to now demand repayment prior to the end of that fixed term.15 However, no text from the facility letter was quoted as evidence of that five year term in order to counteract the demand language.

The Court rejected the arguments of Ocean and granted summary judgment.16 It held that the loan documents clearly stated that the loan was payable on demand and rejected Ocean's claim that the parties had intended for a fixed term, concluding: (i) that the wording of the specific security prevails over any conflict in wording that may be found in the facility letter; and (ii) that the specific security documents did not restrict the Bank from making a demand prior to the conclusion of the five year term of the loan.17

The Court further held that if it was wrong in its initial determination and that a triggering event is required for a proper demand to be made, the following was sufficient to justify the demand by the Bank18:

  1. There was clear evidence of a transfer of the property without the Bank's consent and the existence of an unregistered vendor take-back mortgage;
  2. The statutory declarations were inaccurate;
  3. Ocean was in breach of the debt service ratio;
  4. Ocean's principal admitted under cross-examination that the promissory note and mortgage security were payable on demand without any limitation and that the loan was structured on the basis that Ocean was to be both the legal and beneficial owner of the interest under the leases on the mortgaged property; and
  5. Ocean's principal admitted that the financial statements were late.

The Court rejected the argument put forth by Ocean that there needed to be something more than a simple demand made by the Bank in these circumstances, stating that it is "reasonable not to constrain commercial lenders to lend to borrowers whom they no longer trust or with whom they no longer wish to do business ... so long as the Bank has not made a demand which is either capricious or impermissible."19 The demand made by the Bank in this case was supported by: (i) the loan and security documents which stipulated clearly that they were payable on demand; (ii) the confirmation of the validity of those documents by Ocean; and (iii) the fact that that the non-financial breaches of the facility letter by Ocean were concerning, real and created an understandable breakdown of the parties' business relationship. As a result, the Court concluded that the Bank should not be prevented from making a demand and ending its relationship with Ocean.

While the facts of the Ocean Sands case are fairly unique, it does demonstrate an acceptance by the Courts of the importance of the role of factors beyond simply whether or not payments are being made in the relationship between a lender and a borrower and the reluctance of the Courts to interfere with the legitimate business decisions of lenders. This decision should also provide some comfort to lenders that they may, in the right circumstances, demand repayment of loans where non-payment defaults have led to a breakdown in the relationship with the borrower without fear that the Courts will look solely at whether or not payments have been made when determining whether or not a demand is reasonable. It should be noted however that the Court did not comment on the amount of time needed to be given to a borrower after making demand to arrange for alternative financing in order for the demand to be reasonable. Ocean Sands also shows the importance, wherever elements of a demand loan are blended with certain features of a term loan in a facility letter, of making it abundantly clear that the demand nature of the loan takes precedence over the term features.


By: Rosa Lupo (Waterloo Region)

A recent decision by the Ontario Court of Appeal in Business Development Bank of Canada v. Pine Tree Resorts Inc.20 illustrates the extent of exposure which a second mortgagee could potentially face when it attempts to enforce its second mortgage.

In Pine Tree, the mortgagor defaulted on a first mortgage in favour of Business Development Bank of Canada ("BDC") and also defaulted on a second mortgage in favour of Romspen Investment Corporation ("Romspen") with respect to an inn located in Honey Harbour, Ontario. At the time of enforcement, BDC was owed approximately $2.6 million. Romspen was owed approximately $4.3 million.

In addition to amounts owing to BDC, the mortgagor was also in arrears of approximately $250,000 for HST. Non-payment of HST was a breach of a covenant under the BDC security.

To enforce payment, BDC applied for and was granted the appointment of a court-ordered receiver over the mortgagor's assets as it was contractually entitled to do under its security documents. In contrast, Romspen attempted to initiate power of sale proceedings over the property but the proceedings were halted by BDC's appointment of a receiver.

Romspen, together with the mortgagor, then sought leave to appeal the application judge's order appointing the receiver, arguing that Romspen had the right as a subsequent mortgagee to put BDC in good standing per Section 22 of the Mortgages Act21, and thus take over the sale of the property by resuming the power of sale proceedings.

Section 22 of the Mortgages Act entitles a mortgagor, where default has occurred, to perform such covenant or pay the amount due under the mortgage and thereupon relieves a mortgagor of the consequence of any default.

Romspen proposed to do so by "[putting] the [first] mortgage in good standing by paying all arrears of principal and interest, together with all of BDC's costs, expenses and outstanding realty taxes."22 However, Romspen did not propose to repay the approximately $250,000 in remaining HST arrears.

Romspen and the mortgagor submitted that it was not necessary for them to comply with the HST covenant in order to be able to take advantage of their subsequent mortgagee's rights under Section 22, as the HST arrears formed a subsequent encumbrance and did not jeopardize BDC's security in any way.

In response, BDC submitted that bringing the prior mortgage in good standing required "paying the amount due under the mortgage and – where there are unperformed covenants – performing those covenants as well."23

The Court did not accept Romspen's argument and instead found:

"Romspen relies upon the jurisprudence of this Court establishing that a mortgagor – and therefore, a subsequent mortgagee – is entitled as of right, upon tendering the arrears or performing the covenant in default, to be relieved of the consequence of default. The problem is that Romspen has not offered to put the BDC mortgage in good standing, but has only offered to do so partially. It proposes to leave unperformed a $250,000 covenant – payment of the outstanding HST arrears.

For Romspen to succeed on appeal would require a very creative interpretation of Section 22 of the Mortgages Act, and one would potentially create an undesirable element of uncertainty in the field of mortgage enforcement, because no one would know which covenants could be left unperformed and which could not, without litigating the issue in each case."24

As a result of the decision in Pine Tree, second mortgagees may find themselves facing much more significant costs before they can be in a position to enforce their second position mortgage and may be more reluctant to enforce their security ahead of a first mortgage.


By: Richard Dusome (Toronto)

Loan and security documents frequently contain a series of defined terms and acronyms to simplify references to the parties and to facilitate the drafting of the operative covenants. There is obviously a great potential for inadvertent errors to occur in the use of some of those defined terms and acronyms.

Fortunately, in the recent case of Great Eagle Resources25, the British Columbia Supreme Court rejected several very technical defences raised by a borrower to the enforcement of certain security documents supporting a legitimate loan transaction, and raised by a related secured creditor seeking to avoid a postponement it had granted. The borrower and the postponing creditor party had attempted to have the documents declared invalid solely by reason of technical errors contained in them.

The Great Eagle Resources case involved the financing of mining claims and other related mining operation assets of Great Eagle Resources Ltd. ("Great Eagle") by a non-institutional lender ("5240"). The loan was documented with a formal loan agreement and supported by a general security agreement. 5240 also arranged for a prior registered secured creditor ("MortonCo") of the borrower to execute a postponement agreement in favour of 5240. The development of the mine did not proceed as well as the parties had intended, and Great Eagle stopped providing the required financial reports. When 5240 learned that Great Eagle had attempted to transfer the mining claims to another related party, 5240 made demand on its loan and proceeded to enforce its security.

The loan agreement formally created the defined term of "Borrower" to describe Great Eagle. However, in some sections of the loan agreement including the paragraph requiring the delivery of the general security agreement, the undefined term "Company" was also used where "Borrower" should technically have been used. Great Eagle suggested that the agreement was imprecise and failed to adequately identify a contracting party.26 Mr Justice Greyell took a very practical approach in dismissing that technical argument. He found that notwithstanding the error, in a bilateral agreement between 5240 and Great Eagle, the use of the term "Company" obviously referred to Great Eagle and that there was no further company or general security agreement contemplated by the parties.27

The postponement agreement provided by MortonCo had been prepared for signature with the corporate name shown on the personal property register as the party holding the prior registered secured claim. However, MortonCo had changed its name prior to signing the postponement agreement, and had not bothered to reflect its new name on the PPR. It also did not advise 5240 of the name change at the time it executed and delivered the postponement agreement. MortonCo argued that it was not bound by the postponement, as it referred to a non-existent corporation. Mr Justice Greyell refused to allow this technical error to defeat the clear intentions of the parties, and ordered a rectification of the postponement so that it referred to the current legal name of MortonCo. In reaching his decision, Mr. Justice Greyell expressly applied the fundamental principle of contract law that courts should avoid an interpretation of a contract that produces a result that is unreasonable.28

Great Eagle also argued that the general security agreement was not valid as 5240 had not actually paid to Great Eagle the $10.00 consideration referenced in its introductory paragraph. The Court held that the $10.00 consideration was a symbolic amount, which was not intended by the parties to be paid. The agreement did not fail for a lack of consideration as each party derived substantive benefits under the terms of the contract.29 A similar finding was made in respect of the postponement agreement which also contained a reference to the $10.00 consideration.

In the end result, the Court held that the loan and security documents were enforceable by 5240 against Great Eagle and MortonCo as the parties had intended. It is encouraging to have a case like Great Eagle Resources where the Court recognized the clear intent of the contracting parties, applied a common sense interpretation to the applicable contracts, and refused to entertain frivolous defences advanced by the borrower and related parties.30


By: Richard Dusome (Toronto)


The bank received security under Section 427 of the Bank Act31 ("Bank Act Security") from one of our corporate borrowers, and the bank wishes to renew the registration. Do we have to file a new notice of intention and get a new set of Bank Act Security documents executed by the borrower in order to complete the renewal?


A renewal (or an extension of the registration period) of a Bank Act Security registration is not done by filing a new notice of intention to give security (a "Notice of Intention") every three years.32 Rather, the Regulations under the Bank Act33 set out the annual procedure to be followed to extend or continue the registration period of any existing Notice of Intention.

Each Notice of Intention registered under Section 427 of the Bank Act initially remains effective until December 31st of the fifth year following the date of registration. Thus, a notice of intention filed on September 17, 2013 will remain effective until December 31, 2018.

Under the Regulations, each bank is required, annually during the month of March, to send to the appropriate agency of the Bank of Canada a statement listing every notice of intention that was registered more than five years before the end of the preceding December in respect of which the special security that was given to the bank is still in effect.34 The listing must indicate the number, place, date and time of registration of each Notice of Intention that is to remain in effect, and the name of the person who gave the special security. At the time that each bank sends the statement, the registration period of each Notice of Intention included in the statement is extended.35 The Bank of Canada is also permitted to remove from its registration system any notices of intention in favour of the applicable bank registered more than five years before the end of the preceding December that are not included on the list.36

Thus by complying with this procedure, the bank can annually extend the registration period of a particular Notice of Intention for a further year for as long as the Bank Act Security is intended to remain in effect.

Two Bank Act Security documents that are customarily signed by a borrower immediately after the registration of a Notice of Intention are the application for credit and promise to give security under Section 427 of the Bank Act (the "Application"), and the special security assignment (the "Assignment")37. In some instances the Application and/or the Assignment may contain text that describes the specific credit facility being secured or creates a defined term for "secured obligations", and that text may contain words that could limit or restrict the scope of the Bank Act Security. If there has been a change in the nature or amount of the credit facility being secured or in the type of the secured obligations since the time of the filing of the Notice of Intention, the bank may need to file a new Notice of Intention and obtain a new Application and Assignment in order for the Bank Act Security to extend to and secure the repayment of all of the borrower's indebtedness under the new or amended or extended credit facility or in respect of the expanded "secured obligations". This determination will depend upon the specific text used in those documents. However, these types of supplemental filings are not technically renewals of the existing Bank Act Security package.


1. 2013 ABQB 63 [Kasten Energy].

2. Personal Property Security Act, RSA 2000, c P-7 [Alberta PPSA].

3. Judicature Act, RSA 2000, c J-2.

4. Judicature Act, s 13(2).

5. Saulnier v. Royal Bank of Canada, 2008 SCC 58 [Saulnier].

6. RSC 1985, c B-3, as amended.

7. Personal Property Security Act, SNS 1995-96, c 13.

8. Saulnier, at para. 34.

9. For example, see R v Industrial Coal and Minerals, [1997] 4 WWR 35, rev'd on other grounds, [1979] 5 WWR 103 (Alta App Div).

10. Bank of China (Canada) v Ocean Sands Developments Ltd, 2013 ONSC 1413 [Ocean Sands]

11. The specific text of the facility letter was not disclosed in great detail in the judgment. From those excerpts of the facility letter that were referenced in the judgment, it appears to have contemplated events of default even though the promissory note, mortgage and guarantee were all payable upon demand.

12. Ocean Sands, at para. 15.

13. Ocean Sands, at para. 11.

14. Ocean Sands, at para. 19.

15. Ocean Sands, at para. 23.

16. In a subsequent costs ruling, the Court also awarded the Bank its costs on a partial indemnity basis. Bank of China (Canada) v Ocean Sands Developments Ltd, 2013 ONSC 1828.

17. Ocean Sands, at para. 30(a).

18. Ocean Sands, at para. 30(b).

19. Ocean Sands, at para. 33.

20 Business Development Bank of Canada v Pine Tree Resorts Inc, 2013 ONCA 282 [Pine Tree]

21 RSO 1990, c M.40

22 Pine Tree, at para. 9

23 Pine Tree, at para. 11

24 Pine Tree, at paras. 39 and 40.

25. 5240 Investments Ltd v Great Eagle Resources Ltd, 2013 BCSC 35 [Great Eagle Resources].

26. Great Eagle Resources, at para. 114.

27. Great Eagle Resources, at para. 119.

28. Great Eagle Resources, at paras. 159 and 160.

29. Great Eagle Resources, at paras. 104 and 112.

30. The Court also granted a subsequent application by 5240 for special costs against those related parties based upon their frivolous defences and their conduct in participating in certain fraudulent conveyances of secured assets in 5240 Investments Ltd v Great Eagle Resources Ltd, 2013 BCSC 778.

31. Bank Act SC 1991, c 46, as amended [Bank Act]

32. The three year period is referenced in Section 427(4)(a) of the Bank Act, and is frequently mistaken as being the registration period of a Notice of Intention. However, that subsection actually provides that the rights of the bank under Section 427 are not effective unless the Notice of Intention is filed not more than three years immediately before the security was given.

33. Registration of Bank Special Security Regulations, SOR/92-301, as amended [The Regulations]

34. The Regulations, s 7(1).

35. The Regulations, s 7(2).

36. The Regulations, s 7(3).

37. The Regulations, ss 2 and 8(2).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions